Master Services Agreement
Last updated: April 30, 2026 — for review by enterprise & pilot clients
This page contains the standard MSA template StoreMind uses for paid engagements above the self-service tier. To request a signed copy with your company details, email ai@storemind.us with subject line “MSA Request”.
1. Scope of Services
StoreMind (“Provider”) will deliver the AI automation services described in the executed Statement of Work (“SOW”). The SOW lists deployed automations, integration scope, success criteria, and pricing. This MSA governs all SOWs between the parties.
2. Term & Termination
This MSA begins on the Effective Date and continues until terminated. Either party may terminate this MSA or any SOW for convenience with 30 days written notice. Either party may terminate immediately for material breach not cured within 14 days of written notice. Sections 3 (Fees), 5 (Confidentiality), 7 (Liability), and 8 (Survival) survive termination.
3. Fees & Payment
Client will pay the fees described in the SOW. Setup fees are due on signing. Recurring monthly fees are billed in advance via Stripe. Late payments accrue interest at 1.5% per month. Disputed amounts must be raised in writing within 30 days of the invoice date.
4. Data Ownership
Client retains all rights, title, and interest in Client Data, including Shopify store data, customer lists, branding assets, and content. Provider receives a limited license to access and process Client Data solely to deliver the Services. Provider does not claim ownership of any Client Data or output generated for Client's use.
5. Confidentiality
Each party will protect the other's Confidential Information using at least reasonable care, will not disclose it to third parties except as required to deliver the Services, and will return or destroy it on request. Confidential Information includes business plans, customer lists, pricing, source code, and any information marked confidential or that should reasonably be understood as such.
6. Warranties
Provider warrants that the Services will be performed in a workmanlike manner consistent with industry standards. Provider does not warrant that AI-generated outputs will be free from errors, that automations will produce specific business outcomes, or that third-party services (Shopify, Stripe, AI providers) will be uninterrupted. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS”.
7. Limitation of Liability
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, AND CLIENT'S PAYMENT OBLIGATIONS, NEITHER PARTY'S TOTAL LIABILITY UNDER THIS MSA WILL EXCEED THE FEES PAID OR PAYABLE BY CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS.
8. Indemnification
Each party will indemnify the other against third-party claims arising from its breach of this MSA, gross negligence, or willful misconduct. The indemnifying party controls defense and settlement; the indemnified party will cooperate reasonably.
9. Independent Contractors
The parties are independent contractors. Nothing in this MSA creates a partnership, joint venture, employment, or agency relationship.
10. Governing Law
This MSA is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. Disputes will be resolved in the state or federal courts located in Suffolk County, Massachusetts, and the parties consent to personal jurisdiction there.
11. Entire Agreement
This MSA and any executed SOWs constitute the entire agreement between the parties on the subject matter and supersede all prior or contemporaneous agreements. Modifications must be in writing and signed by both parties.
12. Notices
Notices must be sent in writing to the addresses listed in the SOW or to ai@storemind.us for Provider. Notices are effective on receipt.